Plaintiffs Paul Jung, M.D., Luis Llerena, M.D., and
Denise Greene, M.D., individually and on behalf of a class of persons similarly
situated, state against Defendants as follows:

OVERVIEW

Plaintiffs bring this action under the federal antitrust
laws for: (a) money damages and other appropriate relief to compensate resident
physicians for the harm they suffered as a result of a longstanding, nationwide
contract, combination and conspiracy among Defendants and others to illegally
restrain competition in the market for resident physician services; and (b)
injunctive relief to end the illegal restraints.

Defendants and others have illegally contracted, combined
and conspired among themselves to displace competition in the recruitment, hiring,
employment and compensation of resident physicians, and to impose a scheme of
restraints which have the purpose and effect of fixing, artificially depressing,
standardizing and stabilizing resident physician compensation and other terms
of employment.

Defendants' illegal combination and conspiracy has restrained
competition in the employment of resident physicians by: (a) stabilizing wages
below competitive levels by exchanging competitively sensitive information regarding
resident physician compensation and other terms of employment; (b) eliminating
competition in the recruitment and employment of resident physicians by assigning
prospective resident physician employees to positions through the National Resident
Matching Program ("NRMP"); and (c) establishing and complying with anticompetitive
accreditation standards and requirements through the Accreditation Council for
Graduate Medical Education ("ACGME").

Each of the named Plaintiffs and members of the Plaintiff
Class is currently, or was recently, employed as a resident physician or is
seeking such employment and has been injured by Defendants' illegal contract,
combination and conspiracy.

Each of the named Defendants and members of the Defendant
Class directly participate in the illegal contract, combination and conspiracy
alleged herein, and are either employers of resident physicians, entities related
to and/or affiliated with such employers, or professional organizations through
which the illegal restraints set forth in this Complaint are accomplished.

JURISDICTION AND VENUE

Plaintiffs bring this action pursuant to Sections 4 and
16 of the Clayton Act, 15 U.S.C. §§ 15 and 26, to obtain injunctive relief and
to recover damages, including treble damages, costs of suit, and reasonable
attorneys' fees, against the named Defendants and members of the Defendant Class
for injuries sustained by the named Plaintiffs and the Plaintiff Class as a
result of violations of Section 1 of the Sherman Act, 15 U.S.C. § 1, as alleged
herein.

Personal jurisdiction exists over all Defendants pursuant
to § 12 of the Clayton Act, 15 U.S.C. § 22, and the District of Columbia Long-Arm
Statute, D.C. Code § 13.423.

Venue is proper in this Court pursuant to Section 12 of
the Clayton Act, 15 U.S.C. § 22, and 28 U.S.C. §§ 1391(b) and (c). Each of the
named Defendants maintains offices, has representatives, may be found, and/or
transacts business within this District within the meaning of Section 12 of
the Clayton Act, 15 U.S.C. § 22.

Each of the named Defendants and members of the Defendant
Class illegally contract, combine and conspire with persons and entities that
have committed, and continue to commit, overt acts within the District of Columbia
in furtherance of the contract, combination and conspiracy alleged in this Complaint.

PLAINTIFFS

Plaintiff Paul Jung, M.D., is a Robert Wood Johnson Clinical
Scholar at The Johns Hopkins University in Baltimore, Maryland. In June 2000,
Dr. Jung completed a three-year, ACGME-accredited Internal Medicine residency
program at MetroHealth Medical Center in Cleveland, Ohio. Dr. Jung obtained
his residency position through the NRMP.

Plaintiff Luis Llerena, M.D., is a sixth-year resident
physician employed in a two-year, ACGME-accredited Trauma/Critical Care fellowship
program at Orlando Regional Medical Center in Orlando, Florida. In June 2001,
Dr. Llerena completed a five-year, ACGME-accredited Surgery residency program
at Cooper Hospital in Camden, New Jersey, after spending his first three post-graduate
years employed as a resident in an ACGME-accredited Surgery program at MCP Hahnemann
Hospital in Philadelphia, Pennsylvania. Dr. Llerena obtained his initial residency
position through the NRMP.

Plaintiff Denise Greene, M.D., is a fourth-year resident
physician employed in a five-year residency program combined of ACGME-accredited
Family Practice and Psychiatry residency programs at the University of California-Davis.
Dr. Greene obtained her residency position through the NRMP.

As set forth below, the proposed Plaintiff Class (collectively
"resident physicians") consists of all persons employed as resident physicians
in ACGME-accredited residency programs (including programs combined of ACGME-accredited
programs and subspecialty programs commonly referred to a fellowships) since
May 7, 1998.

DEFENDANTS

Each of the named Defendants and members of the Defendant
Class is involved with the employment of resident physicians. All have contracted,
combined and conspired to restrain competition in the recruitment, hiring, employment
and compensation of resident physicians, and to fix, depress, standardize and
stabilize compensation for resident physicians and to impair other terms of
their employment.

ORGANIZATION DEFENDANTS

Defendant NRMP is an Illinois not-for-profit corporation
maintaining its principal office in Washington D.C. The NRMP is managed and
operated by Defendant Association of American Medical Colleges ("AAMC") from
AAMC's offices in Washington, D.C. using AAMC staff personnel. The NRMP exists
for the sole purpose of illegally restraining trade by eliminating competition
in the recruitment and employment of resident physicians by assigning prospective
resident physician employees to medical residency positions.

Defendant ACGME is an Illinois not-for-profit corporation
maintaining a field representative in Washington, D.C. The ACGME accredits institutions
("Sponsoring Institutions") operating medical residency programs in one or more
specialties, as well as the individual residency programs ("Sponsored Programs")
affiliated with those and other institutions including, among others, 11 institutions
and more than 100 residency programs located in Washington, D.C.

Defendant AAMC is an Illinois not-for-profit corporation
maintaining its principal office in Washington, D.C. AAMC membership includes
all 125 accredited medical schools (including those medical schools named as
Defendants in this Complaint) and approximately 375 major teaching hospitals
and health systems in the United States (including those hospitals and systems
named as Defendants in this Complaint). These hospitals and health systems are
Member Hospitals of AAMC's Council of Teaching Hospitals and Health Systems
section ("COTH"). Certain COTH members are located in Washington, D.C. The AAMC
is one of five governing sponsors of both the NRMP and the ACGME.

Defendant American Medical Association ("AMA") is an Illinois
not-for-profit corporation maintaining an office in Washington, D.C. AMA membership
consists of physicians and others in the health care field. Numerous AMA members
practice in Washington, D.C. The AMA is one of five governing sponsors of both
the NRMP and the ACGME.

Defendant American Hospital Association ("AHA") is an Illinois
not-for-profit corporation maintaining an office in Washington, D.C. AHA membership
includes approximately 5,000 hospitals, health systems, and other health care
providers in the United States, including approximately 1,250 hospitals employing
resident physicians. Certain AHA members are located in Washington, D.C. The
AHA is one of five governing sponsors of both the NRMP and the ACGME.

Defendant American Board of Medical Specialties ("ABMS")
is an Illinois not-for-profit corporation whose membership consists of 24 recognized
medical specialty certification boards in the United States. These medical specialty
boards develop and apply professional and education standards for the evaluation
and certification of physician specialists. The ABMS is one of five governing
sponsors of both the NRMP and the ACGME.

Defendant Council of Medical Specialty Societies ("CMSS")
is an Illinois not-for-profit corporation whose membership consists of 17 physician
societies in specialties having a member board participating in ABMS. The CMSS
is one of five governing sponsors of both the NRMP and the ACGME.

INSTITUTION DEFENDANTS

Defendant Medstar-Georgetown Hospital Medical Center, Inc.
("Medstar-Georgetown") is a District of Columbia not-for-profit corporation
with its principal place of business in Washington, D.C. Medstar-Georgetown
sponsors medical residency programs, employing members of the Plaintiff Class.
Medstar-Georgetown has contracted, combined and conspired with the named Defendants
and others to restrain competition as alleged in this Complaint.

Defendant George Washington University, of which the George
Washington University School of Medicine ("GWUSM") is a part, is a District
of Columbia not-for-profit corporation with its principal place of business
in Washington, D.C. George Washington University, through GWUSM, sponsors medical
residency programs, employing members of the Plaintiff Class. George Washington
University has contracted, combined and conspired with the named Defendants
and others to restrain competition as alleged in this Complaint.

Defendant MedStar Health, Inc. ("MedStar Health") is a
Maryland not-for profit healthcare corporation registered in the District of
Columbia as a foreign corporation and doing business in the District of Columbia
as Washington Hospital Center. Medstar Health sponsors medical residency programs,
employing members of the Plaintiff Class. It has contracted, combined and conspired
with the named Defendants and others to restrain competition as alleged in this
Complaint.

Defendant Administrators of the Tulane Educational Fund
("Tulane"), which operates the Tulane University School of Medicine, is a Louisiana
not-for-profit corporation with its principal place of business in New Orleans,
Louisiana. Tulane, through the Tulane University School of Medicine, sponsors
medical residency programs, employing members of the Plaintiff Class. Tulane
has contracted, combined and conspired with the named Defendants and others
to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant Barnes-Jewish Hospital is a Missouri not-for-profit
corporation with its principal place of business in St. Louis, Missouri. Barnes-Jewish
Hospital sponsors medical residency programs, employing members of the Plaintiff
Class. Barnes-Jewish Hospital has contracted, combined and conspired with the
named Defendants and others to restrain competition as alleged in this Complaint.
Certain conspiratorial acts in which this Defendant participated took place
in Washington, D.C.

Defendant Baylor College of Medicine ("Baylor") is a Texas
not-for-profit corporation with its principal place of business in Houston,
Texas. Baylor, through its affiliated hospitals, sponsors medical residency
programs, employing members of the Plaintiff Class. Baylor has contracted, combined
and conspired with the named Defendants and others to restrain competition as
alleged in this Complaint. Certain conspiratorial acts in which this Defendant
participated took place in Washington, D.C.

Defendant Beth Israel Deaconess Medical Center, Inc. ("Beth
Israel Deaconess") is a Massachusetts not-for-profit corporation with its principal
place of business in Boston, Massachusetts. Beth Israel Deaconess sponsors medical
residency programs, employing members of the Plaintiff Class. Beth Israel Deaconess
has contracted, combined and conspired with the named Defendants and others
to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant Beth Israel Medical Center ("Beth Israel") is
a New York not-for-profit corporation with its principal place of business in
New York, New York. Beth Israel sponsors medical residency programs, employing
members of the Plaintiff Class. Beth Israel has contracted, combined and conspired
with the named Defendants and others to restrain competition as alleged in this
Complaint. Certain conspiratorial acts in which this Defendant participated
took place in Washington, D.C.

Defendant Boston Medical Center Corporation ("Boston Medical")
is a Massachusetts not-for-profit corporation with its principal place of business
in Boston, Massachusetts. Boston Medical sponsors medical residency programs,
employing members of the Plaintiff Class. Boston Medical has contracted, combined
and conspired with the named Defendants and others to restrain competition as
alleged in this Complaint. Certain conspiratorial acts in which this Defendant
participated took place in Washington, D.C.

Defendant Cedars-Sinai Medical Center ("Cedars-Sinai")
is a California not-for-profit corporation with its principal place of business
in Los Angeles, California. Cedars-Sinai sponsors medical residency programs,
employing members of the Plaintiff Class. Cedars-Sinai has contracted, combined
and conspired with the named Defendants and others to restrain competition as
alleged in this Complaint. Certain conspiratorial acts in which this Defendant
participated took place in Washington, D.C.

Defendant The Cleveland Clinic Foundation ("The Cleveland
Clinic") is an Ohio not-for-profit corporation with its principal place of business
in Cleveland, Ohio. The Cleveland Clinic sponsors medical residency programs,
employing members of the Plaintiff Class. The Cleveland Clinic has contracted,
combined and conspired with the named Defendants and others to restrain competition
as alleged in this Complaint. Certain conspiratorial acts in which this Defendant
participated took place in Washington, D.C.

Defendant Duke University Health System, Inc. ("Duke")
is a North Carolina not-for-profit corporation with its principal place of business
in Durham, North Carolina. Duke sponsors medical residency programs, employing
members of the Plaintiff Class. Duke has contracted, combined and conspired
with the named Defendants and others to restrain competition as alleged in this
Complaint. Certain conspiratorial acts in which this Defendant participated
took place in Washington, D.C.

Defendant Emory University ("Emory"), of which the Emory
School of Medicine is a part, is a Georgia not-for-profit corporation with its
principal place of business in Atlanta, Georgia. Emory, through the Emory School
of Medicine, sponsors medical residency programs, employing members of the Plaintiff
Class. Emory has contracted, combined and conspired with the named Defendants
and others to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant Henry Ford Health System ("Henry Ford") is a
Michigan not-for-profit corporation with its principal place of business in
Detroit, Michigan. Henry Ford sponsors medical residency programs, employing
members of the Plaintiff Class. Henry Ford has contracted, combined and conspired
with the named Defendants and others to restrain competition as alleged in this
Complaint. Certain conspiratorial acts in which this Defendant participated
took place in Washington, D.C.

Defendant The Massachusetts General Hospital ("Massachusetts
General") is a Massachusetts not-for-profit corporation with its principal place
of business in Boston, Massachusetts. Massachusetts General sponsors medical
residency programs, employing members of the Plaintiff Class. Massachusetts
General has contracted, combined and conspired with the named Defendants and
others to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant The McGaw Medical Center of Northwestern University
("McGaw") is an Illinois not-for-profit corporation with its principal place
of business in Chicago, Illinois. McGaw consists of a consortium of hospitals
and Northwestern University, which sponsors medical residency programs, employing
members of the Plaintiff Class. McGaw has contracted, combined and conspired
with the named Defendants and others to restrain competition as alleged in this
Complaint. Certain conspiratorial acts in which this Defendant participated
took place in Washington, D.C.

Defendant The Mount Sinai School of Medicine of the City
University of New York ("Mount Sinai") is a New York not-for-profit corporation,
with its principal place of business in New York, New York. Mount Sinai sponsors
medical residency programs, employing members of the Plaintiff Class. Mount
Sinai has contracted, combined and conspired with the named Defendants and others
to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant The New York and Presbyterian Hospital ("New
York Presbyterian") is a New York not-for-profit corporation with its principal
place of business in New York, New York. New York Presbyterian sponsors medical
residency programs, employing members of the Plaintiff Class. New York Presbyterian
has contracted, combined and conspired with the named Defendants and others
to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant Rhode Island Hospital is a Rhode Island not-for-profit
corporation with its principal place of business in Providence, Rhode Island.
Rhode Island Hospital sponsors medical residency programs, employing members
of the Plaintiff Class. Rhode Island Hospital has contracted, combined and conspired
with the named Defendants and others to restrain competition as alleged in this
Complaint. Certain conspiratorial acts in which this Defendant participated
took place in Washington, D.C.

Defendant Rush-Presbyterian-St. Luke's Medical Center ("Rush-Presbyterian")
is an Illinois not-for-profit corporation with its principal place of business
in Chicago, Illinois. Rush-Presbyterian sponsors medical residency programs,
employing members of the Plaintiff Class. Rush-Presbyterian has contracted,
combined and conspired with the named Defendants and others to restrain competition
as alleged in this Complaint. Certain conspiratorial acts in which this Defendant
participated took place in Washington, D.C.

Defendant St. Louis University, of which the St. Louis
University School of Medicine is a part, is a Missouri not-for-profit corporation
with its principal place of business in St. Louis, Missouri. St. Louis University,
through the St. Louis University School of Medicine, sponsors medical residency
programs, employing members of the Plaintiff Class. St. Louis University has
contracted, combined and conspired with the named Defendants and others to restrain
competition as alleged in this Complaint. Certain conspiratorial acts in which
this Defendant participated took place in Washington, D.C.

Defendant Stanford Hospital and Clinics ("Stanford") is
a California not-for-profit corporation with its principal place of business
in Stanford, California. Stanford sponsors medical residency programs, employing
members of the Plaintiff Class. Stanford has contracted, combined and conspired
with the named Defendants and others to restrain competition as alleged in this
Complaint. Certain conspiratorial acts in which this Defendant participated
took place in Washington, D.C.

Defendant Strong Memorial Hospital of the University of
Rochester ("Strong Memorial") is a New York not-for-profit corporation with
its principal place of business in Rochester, New York. Strong Memorial sponsors
residency programs, employing members of the Plaintiff Class. Strong Memorial
has contracted, combined and conspired with the named Defendants and with other
to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant Thomas Jefferson University Hospital, Inc. ("Thomas
Jefferson Hospital") is a Pennsylvania not-for-profit corporation with its principal
place of business in Philadelphia, Pennsylvania. Thomas Jefferson Hospital sponsors
medical residency programs, employing members of the Plaintiff Class. Thomas
Jefferson Hospital has contracted, combined and conspired with the named Defendants
and others to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant University Hospitals of Cleveland, Inc. ("University
Hospitals") is an Ohio not-for-profit corporation with its principal place of
business in Cleveland, Ohio. University Hospitals sponsors medical residency
programs, employing members of the Plaintiff Class. University Hospitals has
contracted, combined and conspired with the named Defendants and others to restrain
competition as alleged in this Complaint. Certain conspiratorial acts in which
this Defendant participated took place in Washington, D.C.

Defendant Washington University Medical Center is a Missouri
not-for-profit corporation with its principal place of business in St. Louis,
Missouri. Washington University Medical Center sponsors medical residency programs,
employing members of the Plaintiff Class. Washington University Medical Center
has contracted, combined and conspired with the named Defendants and others
to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

Defendant William Beaumont Hospital ("William Beaumont")
is a Michigan not-for-profit corporation with its principal place of business
in Royal Oak, Michigan. William Beaumont sponsors medical residency programs,
employing members of the Plaintiff Class. William Beaumont has contracted, combined
and conspired with the named Defendants and others to restrain competition as
alleged in this Complaint. Certain conspiratorial acts in which this Defendant
participated took place in Washington, D.C.

Defendant Yale-New Haven Hospital, Inc. ("Yale-New Haven")
is a Connecticut not-for-profit corporation with its principal place of business
in New Haven, Connecticut. Yale-New Haven sponsors medical residency programs,
employing members of the Plaintiff Class. Yale-New Haven has contracted, combined
and conspired with the named Defendants and others to restrain competition as
alleged in this Complaint. Certain conspiratorial acts in which this Defendant
participated took place in Washington, D.C.

Defendant Yeshiva University ("Yeshiva"), of which the
Albert Einstein College of Medicine ("AEC") is a part, is a New York not-for-profit
corporation with its principal place of business in the Bronx, New York. Yeshiva,
through AEC, sponsors medical residency programs, employing members of the Plaintiff
Class. Yeshiva has contracted, combined and conspired with the named Defendants
and others to restrain competition as alleged in this Complaint. Certain conspiratorial
acts in which this Defendant participated took place in Washington, D.C.

PLAINTIFF CLASS ALLEGATIONS

Plaintiffs bring this suit on behalf of themselves and
as a class action pursuant to the provisions of Rule 23(a), (b)(2) and (b)(3)
of the Federal Rules of Civil Procedure on behalf of all persons employed as
resident physicians in ACGME-accredited residency programs (including programs
combined of ACGME-accredited programs) since May 7, 1998 ("Plaintiff Class").
ACGME-accredited residency programs include subspecialty programs commonly referred
to as fellowships.

Plaintiffs estimate the Plaintiff Class to number more
than 200,000 persons geographically dispersed throughout the United States,
making joinder of all class members impracticable.

Questions of law and fact common to members of the Plaintiff
Class include:

whether compensation for resident physicians and other
terms of employment have been fixed, depressed, standardized and/or stabilized
at levels below those which would prevail in a competitive market;

The individual Plaintiffs' claims are typical of the claims
of all members of the Plaintiff Class. The interests of the individual Plaintiffs
are not antagonistic to the interests of other members of the Plaintiff Class,
and the individual Plaintiffs will fairly and adequately protect the interests
of members of the Plaintiff Class. Plaintiffs are represented by counsel experienced
in the prosecution of antitrust class actions.

Defendants have acted, and refused to act, on grounds generally
applicable to the Plaintiff Class, thereby making final injunctive relief appropriate
as to the Plaintiff Class.

The questions of law and fact common to the members of
the Plaintiff Class predominate over any questions affecting only individual
members, including legal and factual issues relating to liability and damages.

A plaintiff class action is superior to other available
methods for the fair and efficient adjudication of this controversy. The Plaintiff
Class is readily defined and prosecution of a plaintiff class action will eliminate
the possibility of repetitious litigation, while also providing redress for
claims which in some instances may be too small to warrant the expense of individual
complex litigation.

DEFENDANT CLASS ALLEGATIONS

Plaintiffs bring this suit against the named individual
Defendants and as a class action pursuant to the provisions of Rule 23(a), (b)(2)
and (b)(3) of the Federal Rules of Civil Procedure. The defendant class consists
of: (a) all NRMP Institutional Participants as of the date of certification
of the defendant class, and entities that were NRMP Institutional Participants
at any time since May 6, 1998; (b) all AAMC/COTH Member Hospitals as of the
date of certification of the Defendant Class, and entities that were AAMC/COTH
Member Hospitals at any time since May 7, 1998; and (c) all ACGME-accredited
Sponsoring Institutions as of the date of certification of the Defendant Class,
and entities that were ACGME-accredited Sponsoring Institutions at any time
since May 7, 1998 ("Defendant Class"). The Defendant Class excludes all entities
that are instrumentalities of federal, state or local government, including
hospital districts and counties.

Plaintiffs estimate the Defendant Class to number more
than 1,000 entities geographically dispersed throughout the United States, making
joinder of all class members impracticable.

Questions of law and fact common to members of the Defendant
Class include, as alleged in detail below:

whether compensation for resident physicians and other
terms of employment have been fixed, depressed, standardized and/or stabilized
at levels below those which would prevail in a competitive market;

The individual Defendants' defenses are typical of the
defenses of all members of the Defendant Class. The interests of the individual
Defendants are not antagonistic to the interests of other members of the Defendant
Class, and the individual Defendants will fairly and adequately protect the
interests of members of the Defendant Class.

Defendants have acted, and refused to act, on grounds generally
applicable to the Plaintiff Class, thereby making final injunctive relief appropriate
against the Defendant Class.

The questions of law and fact common to the members of
the Defendant Class predominate over any questions affecting only individual
members, including legal and factual issues relating to liability and damages.

A defendant class action is superior to other available
methods for the fair and efficient adjudication of this controversy. The Defendant
Class is readily defined and prosecution of a defendant class action will eliminate
the possibility of repetitious litigation.

INTERSTATE COMMERCE

Defendants' activities, including activities related to
their illegal contract, combination and conspiracy to restrain competition in
the recruitment, hiring, employment and compensation of resident physicians,
are in the flow of, and substantially affect, interstate commerce.

Among other things, in connection with the NRMP matching
program, the exchange of competitively sensitive compensation information, and
ACGME accreditation, Defendants communicate with each other and/or their professional
organizations and/or with prospective resident physician employees across state
lines using interstate telecommunications networks, the internet, and the United
States mail. Defendants also induce prospective resident physicians to cross
state lines to interview for and accept employment positions. Defendants also
obtain millions of dollars in payments and funding from out-of-state sources,
purchase millions of dollars of goods and services from out-of-state sources,
and provide millions of dollars in services to patients crossing state lines
to receive such services.

RELEVANT MARKET AND DEFENDANTS' MARKET
POWER

The relevant geographic market for purposes of Plaintiffs'
claim is the United States.

The relevant product market for purposes of Plaintiffs'
claim consists of the market for services of resident physicians in ACGME-accredited
residency programs (including programs combined of ACGME-accredited programs
and subspecialty programs commonly referred to as fellowships). Combined programs
function as educational tracks within two or more ACGME-accredited programs
and qualify the resident for certification by more than one ABMS-member board.

Specialty certification by one of the ABMS-member boards
is essential to graduating medical school seniors and other eligible prospective
residents. ABMS-member boards, with few exceptions, accept only ACGME-accredited
residency employment in satisfaction of certification requirements.

Defendants' accreditation standards, matching program,
and information exchange are each effectively coextensive with the defined market.

Defendants have and exercise market power within the relevant
market. The NRMP is the primary route by which applicants to residency programs
obtain positions in ACGME-accredited residency programs. In 2000, more than
80% of all first-year postgraduate residency positions were offered exclusively
through the NRMP matching program. One hundred percent of residency positions
in the relevant market are subject to the ACGME's accreditation standards.

The anticompetitive restraints imposed on the relevant
market by Defendants depress resident physician compensation below levels that
would prevail in a competitive market and artificially slow the rate of compensation
increases that would occur in a competitive market. Depressed salaries and a
slowed rate of increase are indicia of Defendants' market power.

EXCHANGE OF RESIDENT COMPENSATION INFORMATION

Defendants contract, combine and conspire to restrain competition
in the recruitment, hiring, employment and compensation of resident physicians
by regularly exchanging among themselves competitively sensitive information
on resident compensation and other terms of employment. This unlawful information
exchange has the purpose and effect of depressing, standardizing and stabilizing
compensation and other terms of employment. Reporting compensation levels also
serves to police standardization and deter and reveal "cheating" by employers.
The unlawful information exchange occurs through the AAMC and the AMA.

AAMC/COTH annually surveys members of the COTH Section.
Historically, and continuing through at least 1998, the survey sought future
pricing information; it was distributed each year in the spring requesting anticipated
compensation levels for the upcoming employment year to begin July 1. Sometime
between 1998 and 2001, AAMC/COTH started distributing the surveys in July seeking
compensation levels for the employment year beginning the first of that month.
Based on the survey responses, AAMC/COTH publishes an annual report entitled
"Survey of Housestaff Stipends, Benefits and Funding," which includes: (a) national
average salaries for years one through six of post-graduate years of employment,
including changes in dollar amounts and percentages for each since the prior
year; (b) national average salaries for first-year residents from 1968 though
the present, including for each year the dollar amount, dollar amount adjusted
for inflation, and change in dollars and percentages from the prior year; (c)
changes, in dollar amounts and percentages, since the prior year in four regional
average salaries for years one through six of post-graduate years of employment;
(d) national and regional average salaries for years one through six of post-graduate
years of employment, by ownership type (state, municipal, church, other not-for-profit,
Veterans Affairs, and medical school); and (e) detailed benefits such as health
insurance, vision benefits, and prescription drug benefits.

Approximately 75% of all residents are employed by AAMC/COTH
members surveyed in connection with the resident compensation information exchange,
and the resulting report is available to all employers in the relevant market.
Moreover, as alleged more fully below, current employer-specific salary information
is accessible through an electronic database to the Defendants and members of
the Defendant Class.

Information included in the survey reports is highly specific.
Once salary information is broken down into subsets based on year of employment,
region, and ownership type, those subsets consist of as few as five employers.

Survey reports also include budget information, including
resident compensation as a percentage of total operating budget, ratio of resident
benefits to salaries, and funding sources for resident salaries.

Full survey reports are distributed in October or November,
with a "preliminary report" containing only salary information issued sometime
before that.

The annual survey data provide employers with a baseline
for determining resident physician compensation for the upcoming year. The following
year employers are provided with another survey report which establishes a new
baseline. In this way, employers avoid straying from standardized compensation
levels.

In addition to the AAMC/COTH survey reports, employers
have access to resident physician compensation information through an electronic
database known as the Fellowship and Residency Electronic Interactive Database
("FREIDA"), which is maintained by the AMA. The information contained in FREIDA
is not average or aggregated data. It is detailed and employer-specific.

The illegal purpose of the AAMC/COTH surveys and reports
to depress, standardize and stabilize resident physician compensation is revealed
by the following historical features:

survey reports for several years included a "regression
analysis worksheet" allowing employers to calculate the average salaries paid
in their particular circumstances, arrived at by using the Northeast region
average as a base and adding or subtracting specific dollar amounts for the
particular region in which the recipient is located and its type of hospital
ownership;

survey reports have at times included statistics on "atypical"
deviations from salary averages, a statistic having no apparent purpose or effect
other than furthering standardization; and

shortly after the survey was instituted, employers were
asked whether they favored establishing a "uniform schedule" for resident salaries
with adjustments for regional cost of living differences-a suggestion for unconcealed
price-fixing. It was endorsed by approximately 70% of the subsequent respondents.

Residency positions within the relevant market are sufficiently
comparable across employers to allow Defendants to use effectively the exchanged
information as part of a conspiracy to restrain competition.

THE NATIONAL RESIDENT MATCHING PROGRAM

Defendants contract, combine and conspire to restrain competition
in the recruitment, hiring, employment and compensation of resident physicians
through the NRMP matching program, a mechanism that eliminates a free and competitive
market and substitutes a centralized, anticompetitive allocation system assigning
prospective resident physicians ("applicants") to a single, specific and mandatory
residency position. Defendants collectively design and implement this scheme
and collectively agree to and comply with its anticompetitive restrictions.
The NRMP matching program has the purpose and effect of depressing, standardizing
and stabilizing compensation and other terms of employment.

The anticompetitive purpose and effect of the matching
program is revealed in its genesis. In 1952, the hospitals and other entities
employing resident physicians determined that the continuation of free competition
in recruiting, hiring, employing and compensating resident physicians was undesirable
because the number of available residency positions outpaced the number of available
candidates. Employers determined that continued free competition would "bid
up" compensation and other terms of employment by which employers commonly compete
to attract employees. Creating the matching program enabled employers to obtain
resident physicians without such a bidding war, thereby artificially fixing,
depressing, standardizing and stabilizing compensation and other terms of employment
below competitive levels. These anticompetitive goals continue today, as the
NRMP itself recently recognized in stating: "The sole purpose of the matching
program is to allow both applicants and programs to make selection decisions
on a uniform basis and without pressure."

While the fundamental contract, combination and conspiracy
to restrain competition hearkens back to the very inception of the NRMP, Defendants
periodically refine the matching program to strengthen and expand its anticompetitive
effect and to close avenues of circumvention. For example, certain withdrawal
deadlines, already very restrictive, were recently changed to more effectively
prevent employers from entering into "side-deals" with applicants and then withdrawing
corresponding positions from the matching program before they were filled. Additionally,
the NRMP is presently developing systems for reporting NRMP violations to the
respective specialty certification board that will ultimately decide an applicant's
request for certification. More immediately, a resident who declines a match
and obtains alternative employment may be subject to dismissal if his or her
employer learns of the "match violation."

The NRMP matching program imposes anticompetitive restraints
through several of its features, including:

adopting policies forcing the vast majority of prospective
resident physicians to use the matching program rather than attempting to find
employment on their own, for example prohibiting employers from hiring outside
the matching program graduating seniors of United States medical schools accredited
by the Liaison Committee on Medical Education, and severely restricting attempts
by employers and applicants to withdraw from the matching program;

adopting policies ensuring that the centralized and exclusive
matching process is irrevocably substituted for all aspects of competitive,
individual negotiations, for example prohibiting employment agreements between
matching program participants outside the match, and forcing applicants to commit
contractually to any assigned position as a condition of enrolling in the matching
program; and

adopting and implementing policing mechanisms to compel
compliance with the foregoing restraints, for example requiring matching program
participants to immediately report suspected policy violations to the NRMP,
and advising accreditation authorities of employer violations and certification
authorities of resident physician violations.

ACGME ACCREDITATION STANDARDS

Defendants contract, combine and conspire to restrain competition
in the recruitment, hiring, employment and compensation of resident physicians
through their collective creation of ACGME accreditation standards and their
collective voluntary agreement to, and compliance with, those standards. ACGME
accreditation standards have the purpose and effect of depressing, standardizing
and stabilizing compensation and other terms of employment. The ACGME has significant
influence on employers since accreditation is, for all practical purposes, necessary
to attract resident physician employees. With few exceptions, only resident
physicians who complete specified employment periods in ACGME-accredited institutions
and programs or combined programs are eligible for ABMS-member board certification.

The ACGME accreditation standards unreasonably restrain
competition in the recruitment, hiring, employment and compensation of resident
physicians and fix, depress, standardize and stabilize compensation and other
terms of employment in several ways, including:

a. the ACGME has authority to regulate the number of employment
positions a particular program may offer, and exercises that authority;

b. the ACGME imposes substantial obstacles to the ability
of a resident physician to transfer employment from one employer to another
during the period of residency, essentially making the NRMP assignment effective
for the entire duration of residency;

c. the ACGME encourages and/or requires participation in
the NRMP as a condition of accreditation; and

d. in reviewing compliance with accreditation standards,
the ACGME directly reviews compensation and other terms of employment with the
purpose and effect of fixing, depressing, standardizing and stabilizing such
compensation and terms.

PRIOR ANTICOMPETITIVE CONDUCT

Physicians, hospitals, and their professional associations
have a long history of operating markets in violation of the antitrust laws,
including the market which is the subject of this Complaint. In 1996, the Association
of Family Practice Residency Directors entered into a consent order and final
judgment settling the United States Department of Justice's allegations that
the Association had conspired to restrain competition among family practice
residency programs by promulgating guidelines which limited recruitment practices
and the payment of certain kinds of economic incentives to prospective residents-claims
very similar to plaintiffs' claims here. See United States v. Association of
Family Practice Residency Directors, 1996 WL 557841 (W.D. Mo., Aug. 15, 1996).

EFFECTS OF DEFENDANTS' ANTICOMPETITIVE
RESTRAINTS ON RESIDENT SALARIES AND WORKING CONDITIONS

Defendants' contract, combination and conspiracy has effectively
eliminated competition for resident services among the Defendant employers and
the Defendant Class members. Specifically, it has removed the ability of residents
to achieve compensation for their services arrived at through competition by
and between Defendant employers and the members of the Defendant Class and has
instead illegally fixed and stabilized that compensation at artificially low
rates.

Resident salaries are low, standardized, and stable. Despite
their advanced education, long work hours, and valuable patient care services,
first-year residents earned an average salary of about $35,700 during the 2000-2001
employment year, equating to about $10 per hour. Residents in their second and
later years of employment were paid only slightly more, with lock-step increases
based on the year of employment. Residents generally earn less, on both an annualized
and hourly basis, than other hospital employees such as nurse practitioners
and physician assistants. The hourly compensation paid resident physicians in
their residency positions is substantially lower than what those same physicians
can (and sometimes do) earn providing services to a hospital during off-duty
hours ("moonlighting"), although many employers do not allow "moonlighting"
by resident physicians.

Employers pay residents standardized salaries, regardless
of such factors as program prestige, medical specialty, geographic location,
resident merit and year of employment. With few exceptions, employers pay salaries
very close to the national average and very close to each other. By contrast,
post-residency physicians earn widely varying compensation based on these factors,
especially geographic location and medical specialty.

Resident salaries have been very stable over a long period
of time. Adjusted for inflation, the average first-year resident salary has
remained virtually unchanged for more than thirty years. In total dollars, the
average first-year resident salary has crept up marginally each year to keep
pace with inflation, and little if any more.

The resident physicians' relatively low hourly wage rate
is exacerbated by the long working hours which are demanded of them. Defendants'
anticompetitive conduct also permits employers to exploit resident physicians
by routinely requiring 60 to 100 hours of work per week, or more, often including
36-hour and 48-hour shifts.

VIOLATION OF SECTION 1 OF THE SHERMAN
ACT, 15 U.S.C. § 1

Plaintiffs reallege and incorporate by reference each and
every allegation set forth above.

Defendants and members of the Defendant Class have contracted,
combined and conspired to unreasonably restrain interstate trade and commerce
in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1.

The contract, combination and conspiracy alleged herein
consists of a continuing agreement, understanding, and concert of action among
Defendants and members of the Defendant Class to restrain competition in the
recruitment, hiring, employment and compensation of resident physicians.

Defendants and members of the Defendant Class illegally
restrain competition in a number of related ways, including:

assigning prospective resident physician employees to positions
through the NRMP; and

establishing and complying with restrictive accreditation
standards and requirements through the ACGME.

The illegal restraints alleged herein have the purpose
and effect of artificially fixing, depressing, standardizing and stabilizing
resident physician compensation and other terms of employment.

Each Defendant and member of the Defendant Class has participated
in one or more overt acts in furtherance of the contract, combination and conspiracy
alleged herein and has participated in the conspiratorial activities described.

During the Class Period, Plaintiffs and the Plaintiff Class
were injured by the illegal restraints alleged herein. Among other things, Plaintiffs
and the Plaintiff Class were compensated substantially less for their services
than they would have been in the absence of the illegal restraints. Plaintiffs
and the Plaintiff Class have sustained substantial losses and damage to their
business and property as a result of the illegal restraints.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff and the Plaintiff Class pray for judgment
against all Defendants and the Defendant Class, jointly and severally, as follows:

1. certifying this action as a plaintiff class action pursuant
to Rule 23(a), (b)(2) and (b)(3) of the Federal Rules of Civil Procedure, certifying
Plaintiffs as Class Representatives and designating their counsel as Plaintiff
Class Counsel;

1. 2. certifying this action as a defendant class action
pursuant to Rule 23(a), (b)(2) and (b)(3) of the Federal Rules of Civil Procedure,
certifying Institutional Defendants as Class Representatives and designating
their counsel as Defendant Class Counsel;

3. pursuant to Section 16 of the Clayton Act, 15 U.S.C.
§ 26, enjoining all aspects of Defendants' and the Defendant Class' continuing
violation of Section 1 of the Sherman Act;

4. entering judgment against Defendants and the Defendant
Class in favor of Plaintiffs and the Plaintiff Class and awarding Plaintiffs
and the Plaintiff Class three times actual damages against Defendants and the
Defendant Class, jointly and severally, for their violation of Section 1 of
the Sherman Act set forth herein;

5. granting Plaintiffs and the Plaintiff Class the costs
of prosecuting this action, together with pre- and post-judgment interest and
reasonable attorneys' fees and costs; and

6. granting such other relief as this Court may deem just
and proper under the circumstances.